Sec Form 4 Filing - Bodnar Gregg R @ Ulta Salon, Cosmetics & Fragrance, Inc. - 2012-06-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bodnar Gregg R 2. Issuer Name and Ticker or Trading Symbol Ulta Salon, Cosmetics & Fragrance, Inc. [ ULTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1000 REMINGTON BLVD., SUITE 1020 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2012 (Street) BOLINGBROOK, IL60440 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/08/2012 M 50,000 A $ 14.06 50,000 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 ) Common Stock 06/08/2012 S 50,000 D $ 93.6756 ( 2 ) 0 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 ) Common Stock 06/08/2012 M 44,240 A $ 15.81 44,240 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 ) Common Stock 06/08/2012 S 44,240 D $ 93.6756 ( 2 ) 0 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 ) Common Stock 06/08/2012 M 31,585 A $ 9.18 31,585 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 ) Common Stock 06/08/2012 S 31,585 D $ 93.6756 ( 2 ) 0 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, war rants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 14.06 06/08/2012 M 50,000 ( 3 ) 03/24/2018 Common Stock 50,000 $ 0 0 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 ) Stock Option (right to buy) $ 15.81 06/08/2012 M 44,240 ( 4 ) 07/18/2017 Common Stock 44,240 $ 0 0 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 ) Stock Option (right to buy) $ 9.18 06/08/2012 M 31,585 ( 5 ) 10/24/2016 Common Stock 31,585 $ 0 0 I By self as trustee for Bethany B. Bodnar Revocable Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bodnar Gregg R 1000 REMINGTON BLVD. SUITE 1020 BOLINGBROOK, IL60440 Chief Financial Officer Signatures /s/ Robert S. Guttman, as attorney-in-fact for Gregg R. Bodnar 06/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Bethany B. Bodnar Revocable Trust is the record holder of these securities. These securities are indirectly owned by Gregg R. Bodnar, who is a co-trustee, along with Bethany B. Bodnar, of the Bethany B. Bodnar Revocable Trust. Mr. Bodnar disclaims beneficial ownership of these securities except tot he extent of any pecuniary interest therein. ( 2 )The price reported in Column 4 is a weighted average price. The actual sales price for these transactions ranged from $92.23 to $94.38. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range. ( 3 )The options reported vest 25% on each anniversary of the 3/24/2008 grant date. ( 4 )The options reported vest 25% on each anniversary of the 7/18/2007 grant date. ( 5 )The options reported vest 25% on each anniversary of the 10/24/2006 grant date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.